A. Any corporation owning at least ninety percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall by resolution approve a plan of merger setting forth:
(1) the name of the subsidiary corporation and the name of the corporation owning at least ninety percent of its shares, which is hereinafter designated as the "surviving corporation"; and
(2) the manner and basis of converting the shares of the subsidiary corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property.
B. A copy of the plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.
C. Articles of merger shall be executed by the surviving corporation by an authorized officer and shall set forth:
(1) the plan of merger;
(2) the number of outstanding shares of each class of the subsidiary corporation and the number of such shares of each class owned by the surviving corporation; and
(3) the date of the mailing to shareholders of the subsidiary corporation of a copy of the plan of merger.
D. On and after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of the subsidiary corporation or upon the waiver of the mailing requirement by the holders of all outstanding shares, an original of the articles of merger together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles conform to law, it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing;
(2) file the original in its office; and
(3) issue a certificate of merger to which it shall affix the file-stamped copy.
E. The certificate of merger, together with the file-stamped copy affixed to it shall be returned by the commission [secretary of state] to the surviving corporation or its representative.
History: 1953 Comp., § 51-27-5, enacted by Laws 1967, ch. 81, § 72; 1975, ch. 64, § 35; 1983, ch. 304, § 56; 2001, ch. 200, § 57.
ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
Compiler's notes. — This section is derived from Section 75 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, deleted the provision that the articles of merger be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original; and in Subsection C, substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles".
The 1983 amendment, effective June 17, 1983, deleted "and franchise taxes" following "fees" in the last sentence of the introductory language of Subsection D.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).